Work report of the board of supervisors in 2021
In 2021, the board of supervisors of Sino Biological Inc(301047) (hereinafter referred to as “the company”) held a meeting in the board of directors
With the support and cooperation of the board of directors and leaders at all levels of the company, in strict accordance with the company law, the securities law, the articles of association and
In accordance with the requirements of the rules of procedure of the board of supervisors and other relevant regulations, earnestly perform the supervision duties and earnestly safeguard the interests of the company
And shareholders’ rights and interests, as well as the production and operation activities, major events, financial status, directors and senior management of the company
Supervise and inspect the performance of duties by personnel.
The report on the work of the board of supervisors in 2021 is as follows:
1、 Meetings of the board of supervisors during the reporting period
During the reporting period, the board of supervisors of the company held 6 meetings of the board of supervisors and considered 16 proposals
The contents are as follows:
No. date of convening session resolution
1. Deliberated and passed the proposal on the sixth 2018, 2019 and 2020 audit reports of the first board of supervisors on March 12, 2018 Sino Biological Inc(301047) 2021; one
2. Meeting date The proposal on Sino Biological Inc(301047) internal control assurance report was deliberated and adopted.
1. Deliberated and passed the proposal on the work report of the board of supervisors in Sino Biological Inc(301047) 2020;
2. Deliberated and passed the proposal on the prediction of daily connected transactions in 2021;
June 10, 2021 the seventh session of the first board of supervisors
2 3. The meeting on Sino Biological Inc(301047) day was deliberated and adopted
Proposal on 2020 financial final accounts report;
4. Deliberated and passed the proposal on Sino Biological Inc(301047) 2021 annual financial budget report;
5. Deliberated and adopted the document on Sino Biological Inc(301047)
Proposal on 2020 profit distribution plan.
1. The eighth session of the first board of supervisors on June 11, 2021 was deliberated and adopted
3. Proposal on the listing of RMB common shares (A shares) on GEM meeting of effective date
The proposal of the current period.
1. Deliberated and adopted the “on Sino Biological Inc(301047) August 26, 2021, the ninth session of the first board of supervisors”
4. 2021 semi annual report and the public day meeting of Beijing Sino Biological Inc(301047) Technology Co., Ltd
Proposal on the summary of the division’s 2021 semi annual report.
1. Deliberated and adopted the proposal on using some over raised funds to permanently supplement working capital;
2. Deliberated and passed the proposal on using raised funds to replace self raised funds that have been invested in raised investment projects in advance and paid issuance expenses;
3. The 10th meeting of the first board of supervisors on September 13, 2021 was deliberated and adopted
5. Management proposal;
Day meeting
4. Deliberated and passed the proposal on changing the registered capital and type of the company, amending the articles of association, handling the industrial and commercial change registration and filing the articles of Association;
5. Deliberated and passed the proposal on signing the admission agreement with Taizhou pharmaceutical high tech Industrial Park and establishing a wholly-owned subsidiary in the park.
1. Deliberated and adopted the tenth proposal of the first session of the board of supervisors on October 26, 2021 on the company’s report for the third quarter of 2021;
six
2. One meeting per day The proposal on increasing the implementation subject and place of some raised investment projects was deliberated and adopted.
2、 Performance of the board of supervisors during the reporting period
(I) all supervisors attended the 6 meetings held during the reporting period. The convening and calling of the meeting
The meeting complies with the relevant provisions of the company law and the articles of association, and the supervisors earnestly perform their duties and pay attention to the relevant proposals
Issued written review opinions and made relevant resolutions.
Important proposals and resolutions, understand the company’s business performance, supervise the formation process of various important decisions of the company, and perform the supervision and inspection functions of the board of supervisors.
(III) during the reporting period, the board of supervisors paid close attention to the company’s operation, supervised major decisions in the company’s operation and management, and put forward corresponding opinions and suggestions on relevant decisions, so as to ensure the standardized operation of the company’s operation and management and prevent violations.
(IV) during the reporting period, the board of supervisors conducted a serious and detailed inspection on the company’s financial status and financial management in 2021. The inspection shows that the company’s financial system is sound, the operation is standardized, and the implementation of accounting law, accounting standards for business enterprises and other laws and regulations is good.
(V) during the reporting period, while performing their daily supervision functions, the members of the board of supervisors carefully studied laws and regulations, enhanced their legal awareness, and effectively supervised the performance of duties by the directors and senior managers of the company, so as to improve their consciousness of abiding by disciplines and laws and ensure that the company’s business activities are carried out in accordance with the law.
3、 Opinions of the board of supervisors on relevant matters of the company during the reporting period
During the reporting period, the board of supervisors of the company conscientiously performed the functions of the board of supervisors in accordance with the relevant provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules, the articles of association and other relevant provisions, in order to effectively safeguard the interests of the company and the rights and interests of the majority of small and medium-sized investors Comprehensive supervision of internal control and other aspects.
(I) legal operation of the company
During the reporting period, the board of supervisors of the company attended or attended the board of directors and shareholders’ meetings in accordance with the provisions of the company law, the securities law, the Shenzhen Stock Exchange GEM Listing Rules and the articles of association, and supervised the decision-making procedures of the company and the performance of the members of the board of directors and senior managers of the company. The convening and holding of the general meeting of shareholders and the meeting of the board of directors of the company are in accordance with the provisions of the company law, the securities law, the articles of association and other relevant systems, the decision-making procedures comply with the requirements of relevant laws, regulations and the articles of association, the contents of relevant resolutions are legal and effective, and it is not found that the company has committed any illegal acts. The company has established a relatively perfect corporate governance structure and internal control system according to its actual situation and the requirements of laws and regulations. The members of the board of directors and senior managers of the company can faithfully and diligently perform their duties in accordance with relevant national laws, regulations and the articles of association. During the reporting period, it was not found that the directors and senior managers of the company violated laws, regulations, the articles of association and harmed the interests of the company and shareholders when performing their duties and exercising their powers.
(II) check the company’s financial situation
During the reporting period, the board of supervisors of the company carefully supervised and inspected the financial status and financial management of the company, and considered that the internal control system of financial accounting of the company was relatively sound, the financial operation was standardized, the financial status was good, the regular reports of the company truly reflected the financial status and operating results of the company, and the audit reports issued by the accounting firm were true, objective and fair, There are no false records, misleading statements or major omissions.
During the reporting period, the board of supervisors carefully inspected and reviewed the company’s accounting statements and financial data. The board of supervisors believed that the preparation of the company’s financial statements complied with the accounting system for business enterprises and the accounting standards for business enterprises and other relevant provisions, and the company’s 2021 financial report could truly reflect the company’s financial status and operating results, Grant Thornton Certified Public Accountants (special general partnership) issues standard unqualified opinions, and its audit opinions are objective and fair. (III) use of funds raised by the company
During the reporting period, the board of supervisors checked the availability, management and use of the company’s raised funds, and considered the special report on the storage and use of raised funds in 2021 and the proposal on permanent replenishment of working capital with some raised funds. After review, The board of supervisors believes that the company strictly complies with the requirements of laws and regulations such as the Listing Rules of GEM stocks of Shenzhen Stock Exchange, the guidelines for the standardized operation of listed companies of Shenzhen Stock Exchange, the guidelines for the supervision of listed companies No. 2 – regulatory requirements for the management and use of raised funds of listed companies, as well as the articles of association and the measures for the management of raised funds of the company, Strictly manage and use the raised funds, and timely, truthfully, accurately and completely perform the relevant information disclosure. There is no illegal use of the raised funds.
(IV) related party transactions of the company
Through the supervision and verification of the company’s related party transactions in 2021, the board of supervisors believes that the company strictly follows the principles of openness, fairness and impartiality when related party transactions occur, the transaction decision-making procedures comply with relevant national laws and regulations, the articles of association, the management system of related party transactions and other provisions, and there is no behavior damaging the interests of the company and minority shareholders.
(V) external investment of the company
During the reporting period, the company established new wholly-owned subsidiaries in Taizhou, Suzhou and Japan, and relevant matters were in line with the company’s strategic positioning and overall planning; The decision-making procedures comply with the provisions of relevant laws and regulations and the articles of association. The legal procedures for transaction performance are complete and compliant, and there is no situation that damages the interests of the company and all its shareholders, especially the minority shareholders.
(VI) establishment and implementation of insider information management system by the company
During the reporting period, the company implemented the registration management of insiders in strict accordance with the registration management system for insiders formulated by the company in accordance with the requirements of China Securities Regulatory Commission and Shenzhen Stock Exchange, and required relevant insiders to register and file during the sensitive periods such as the announcement of major events, performance forecast and regular reports issued by the company. During the reporting period, the board of supervisors checked the establishment and implementation of the insider management system of the company, and believed that the company was able to register and manage the insider information in accordance with the requirements of relevant laws and regulations, and the directors, supervisors, senior managers and other relevant insiders of the company strictly complied with the insider management system, No insider was found to use the insider information to buy and sell the company’s shares.
(VII) external guarantee of the company
During the reporting period, the company has no external guarantee.
(VIII) opinions on the company’s internal control
During the reporting period, the board of supervisors checked
